UNITED TECHNOLOGIES CORPORATION (NYSE:UTX) Files An 8-K Completion of Acquisition or Disposition of Assets

UNITED TECHNOLOGIES CORPORATION (NYSE:UTX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.

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On November26, 2018, United Technologies Corporation (“UTC”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) with the Securities and Exchange Commission (the “SEC”) reporting that on November 26, 2018, UTC consummated the merger contemplated by the Agreement and Plan of Merger, dated September 4, 2017 (the “Merger Agreement”), among UTC, Riveter Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of UTC (“Merger Sub”), and Rockwell Collins, Inc. (“Rockwell Collins”), which resulted in the merger of Merger Sub with and into Rockwell Collins (the “Merger”), with Rockwell Collins continuing as the surviving corporation of the Merger. The description of the Merger and other transactions contemplated by the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement that was filed as Exhibit 2.1 to UTC’s Current Report on Form 8-K filed with the SEC on November 26, 2018, and incorporated herein by reference.

This Current Report on Form 8-K/A is being filed to amend and supplement the Initial Form 8-K to provide the financial statements described in Item 2.01 below which were not previously filed with the Initial Form 8-K, and which are permitted to be filed by amendment no later than 71 calendar days after the date the Initial Form 8-K was required to be filed with the SEC.

Item 2.01Financial Statements and Exhibits.

(a) Financial Statements of a Business Acquired.

The audited consolidated financial statements of Rockwell Collins for the fiscal years ended September 30, 2018, 2017 and 2016, all of which Rockwell Collins has previously filed with the SEC, are attached hereto as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information reflecting the acquisition of Rockwell Collins, including the unaudited pro forma condensed combined balance sheet as of September 30, 2018 and the unaudited pro forma condensed combined statement of operations for the nine-month period ended September 30, 2018 and for the year ended December 31, 2017, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

(c) Exhibits.

The following exhibits are filed herewith:

UNITED TECHNOLOGIES CORP /DE/ Exhibit
EX-23.1 2 deloitteconsentexhibit231.htm EXHIBIT 23.1 Exhibit Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-228649,…
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About UNITED TECHNOLOGIES CORPORATION (NYSE:UTX)

United Technologies Corporation is engaged in providing high technology products and services to the building systems and aerospace industries around the world. The Company operates through four segments: Otis; UTC Climate, Controls & Security; Pratt & Whitney, and UTC Aerospace Systems. Its Otis segment designs, manufactures, sells and installs a range of passenger and freight elevators, as well as a line of escalators and moving walkways. Its UTC Climate, Controls & Security segment, is the provider of heating, ventilating, air conditioning (HVAC) and refrigeration solutions. The Company’s Pratt & Whitney segment supplies aircraft engines for the commercial, military, business jet and general aviation markets. Its UTC Aerospace Systems segment is a provider of aerospace products and aftermarket service solutions.

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